General Description of the Commodities and Services Offered Application SIN, FSC Classes and FPDS Codes

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1 Authorized Federal Supply Service Information Technology Schedule Pricelist General Purpose Commercial Information Technology Equipment, Software and Services General Description of the Commodities and Services Offered Application SIN, FSC Classes and FPDS Codes DESCRIPTION FSC CLASS/FPDS CODE SIN Purchase of Equipment 5805 Telephone and Telegraph Equipment 5810 Communications Security Equipment and Components 5895 Miscellaneous Communications Equipment 5995 Communication Equipment Cable SIN Maintenance of Equipment J070 Maintenance SIN Term Software Licenses 7030 Information Technology Software SIN Perpetual Software Licenses 7030 Information Technology Software SIN SIN Maintenance of Software as a Service Information Technology Professional Services D301 IT Facility Operation and Maintenance D302 IT Systems Development Services D306 IT Systems Analysis Services D308 Programming Services D311 IT Data Conversion Services D316 IT Network Management Services D317 Automated News Services, Data Services, or Other Information Services SIN COMSATCOM Transponded Capacity D304 ADP Services/Telecom & Transmission SIN COMSATCOM Subscription Services D304 ADP Services/Telecom & Transmission Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately. Note 2: Offerors and Agencies are advised that the Group 70 Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services. Note 3: This solicitation is not intended to solicit the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of their authorized agents. TeleCommunication Systems, Inc. 275 West Street Annapolis, MD (410) FAX: (410) Contract Number: GS-35F-007HA Period Covered by Contract: October 2, 2017 through October 1, 2022 Pricelist current through Modification # (base award date) General Services Administration Federal Supply Service Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service s Home Page via the Internet at 1

2 Table of Contents GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST... 4 CONTRACT INFORMATION:... 4 TERMS AND CONDITIONS APPLICABLE TO GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (SIN 132 8) MATERIAL AND WORKMANSHIP ORDER TRANSPORTATION OF EQUIPMENT INSTALLATION AND TECHNICAL SERVICES INSPECTION/ACCEPTANCE A. WARRANTY PURCHASE PRICE FOR ORDERED EQUIPMENT RESPONSIBILITIES OF TELECOMMUNICATION SYSTEMS, INC TRADE IN OF INFORMATION TECHNOLOGY EQUIPMENT... 8 TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SIN ) SERVICE AREAS MAINTENANCE ORDER REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS LOSS OR DAMAGE SCOPE RESPONSIBILITIES OF THE ORDERING ACTIVITY RESPONSIBILITIES OF TELECOMMUNICATION SYSTEMS, INC REPAIR SERVICE RATE PROVISIONS REPAIR SERVICE RATE PROVISIONS REPAIR PARTS/SPARE PARTS RATE PROVISIONS GUARANTEE/WARRANTY REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS INVOICES AND PAYMENTS TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TERM SOFTWARE LICENSES (SIN ), PERPETUAL SOFTWARE LICENSES (SIN ), AND MAINTENANCE (SIN ) OF GERNERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE INSPECTION/ACCEPTANCE GUARANTEE/WARRANTY TECHNICAL SERVICES SOFTWARE MAINTENANCE PERIODS OF TERM LICENSES (132 32) AND MAINTENANCE (132 34) TERM LICENSE CESSATION MAINTENANCE CESSATION UTILIZATION LIMITATIONS (132 32, , AND ) SOFTWARE CONVERSIONS ( AND ) DESCRIPTIONS AND EQUIPMENT COMPATIBILITY RIGHT TO COPY PRICING TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SIN ) SCOPE PERFORMANCE INCENTIVES ORDERING PROCEDURES FOR SERVICES (REQUIRING A STATEMENT OF WORK) ORDER PERFORMANCE OF SERVICES INSPECTION OF SERVICES RESPONSIBILITIES OF TCS RESPONSIBILITIES OF THE ORDERING ACTIVITY INDEPENDENT CONTRACTOR

3 10. ORGANIZATIONAL CONFLICTS OF INTEREST INVOICES PAYMENTS RESUMES INCIDENTAL SUPPORT COSTS APPROVAL OF SUBCONTRACTS DESCRIPTION OF IT SERVICES TERMS AND CONDITIONS APPLICABLE TO COMMERCIAL SATELLITE COMMUNICATIONS SERVICES (SIN AND SIN ) COMSATCOM CAPACITY AND COVERAGE. THE ORDERING ACTIVITY SHALL SPECIFY THE INFORMATION ASSURANCE DELIVERY SCHEDULE PORTABILITY FLEXIBILITY/OPTIMIZATION NET READY (INTEROPERABILITY) NETWORK MONITORING (NET OPS) EMI/RFI IDENTIFICATION, CHARACTERIZATION, AND GEO LOCATION SECURITY THIRD PARTY BILLING FOR COMSATCOM SUBSCRIPTION SERVICES ADDITIONAL TERMS AND CONDITIONS CONTRACT CLAUSES TCS PRODUCTS AND SERVICES

4 GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is SCHEDULE TITLE: Federal Supply Schedule 70 General Purpose Commercial Information Technology Equipment, Software and Services FSG 70: ADP Equipment Software, Supplies, Equipment CONTRACT NUMBER: GS-35F- 007HA CONTRACT PERIOD: October 2, 2017 through October 1, 2022 For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at CONTRACTOR: TeleCommunication Systems, Inc. 275 West St Annapolis MD CONTRACTOR S ADMINISTRATION SOURCE: POC. Tina Myles Phone: tina.myles@comtechtel.com BUSINESS SIZE: Other than small CONTRACT INFORMATION: 1. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs) SIN DESCRIPTION Purchase of New Equipment Equipment Maintenance Term Software License Perpetual Software License Maintenance of Software as a Service 4

5 Information Technology Professional Services Commercial Satellite Communications (COMSATCOM) Transponded Capacity Commercial Satellite Communications (COMSATCOM) Subscription Services 2. MAXIMUM ORDER*: $500,000 per SIN *If the best value selection places your order over the Maximum Order identified in this catalog/price list, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR MINIMUM ORDER: $ GEOGRAPHIC COVERAGE: Domestic delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Note that for products, domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. 5. POINT(S) OF PRODUCTION: USA 6. DISCOUNT FROM LIST PRICES: Prices shown are GSA net prices 7. QUANTITY/VOLUME DISCOUNT: None - except for TCS SNAP (additional 3% for 10 or more units) and ETC Wireless (additional 1% for 10 or more units) 8. PROMPT PAYMENT TERMS: None 9. Government Purchase Cards are accepted at or below the micro-purchase threshold. Also accepted at or above the micro-purchase threshold. 10. FOREIGN ITEMS: N/A 11a. TIME OF DELIVERY: Negotiated at Task Order Level 11b. EXPEDITED DELIVERY: Negotiated at Task Order Level 11c. OVERNIGHT AND 2-DAY DELIVERY: Negotiated at Task Order Level 11d. URGENT REQUIRMENTS: Agencies can contact the Contractor s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery. 12. FOB POINT: Destination Note: All travel required in the performance of this contract and orders placed hereunder must comply with the Federal Travel Regulations (FTR) or Joint Travel Regulations (JTR), as applicable, in effect on the date(s) the travel is performed. Established Federal 5

6 Government per diem rates will apply to all contractor travel. Contractors cannot use GSA city pair contracts. The contractor shall not add the Industrial Funding Fee onto travel costs. 13a. ORDERING ADDRESS: Same as Contractor s address. 13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA s) are found in Federal Acquisition Regulation (FAR) PAYMENT ADDRESS: TeleCommunication Systems, Inc. Department CH17107 Account # Palatine, IL WARRANTY PROVISION: Standard Commercial Warranty. Customers should contact the contractor for a copy of the warranty. 16. EXPORT PACKING CHARGES: Not applicable. 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Accepted at or below the micro-purchase threshold. Also accepted at or above the micro-purchase threshold. 18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A 19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A 20a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A 20b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A 21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A 22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A 23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A 24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A 24b. Section 508 Compliance for EIT: N/A 25. DUNS NUMBER: NOTIFICATION REGARDING REGISTRATION IN CENTRAL CONTRACTOR REGISTRATION (CCR) DATABASE: Cage Code 0HAL7 6

7 TERMS AND CONDITIONS APPLICABLE TO GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (SIN 132-8) 1. Material and Workmanship All equipment furnished hereunder must satisfactorily perform the function for which it is intended. 2. Order Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order. For credit card orders and BPAs, telephone orders are permissible. 3. Transportation of Equipment FOB DESTINATION. Prices cover TCS equipment delivery to destination, for any location within the geographic scope of this contract. Shipping and related costs of equipment for which TCS is a reseller, is not included. 4. Installation and Technical Services a. INSTALLATION. When the equipment provided under this contract is not normally self-installable, the Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed below, or in the price schedule: b. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. 5. Inspection/Acceptance The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should 7

8 have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. 6a. Warranty a. Unless specified otherwise in this contract, the Contractor s standard commercial warranty as stated in the contract s commercial pricelist will apply to this contract. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows: TeleCommunication Systems, Inc. 206 Kelsey Lane Tampa, Florida Purchase Price for Ordered Equipment The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less. 8. Responsibilities of TeleCommunication Systems, Inc. TeleCommunication Systems, Inc. shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer. 9. Trade-In of Information Technology Equipment When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR ), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part ). 8

9 TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SIN ) 1. Service Areas a. The maintenance and repair service rates listed herein are applicable to any ordering activity location within a 50 mile radius of the Contractor's service points. If any additional charge is to apply because of the greater distance from the Contractor's service locations, the mileage rate or other distance factor shall be stated in paragraph 8.d of this Special Item Number b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below: TeleCommunication Systems, Inc. 206 Kelsey Lane Tampa, Florida Maintenance Order a. Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number ). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor. b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period. c. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) calendar days from the date on the notification. However, the ordering activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date. d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period. e. Cross-year Funding within Contract Period. Where an ordering activity's specific appropriation authority provides for funds in excess of a 12 month, fiscal year period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. f. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period. 9

10 3. Repair Service and Repair Parts/Spare Parts Orders a. Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements (BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period. b. When repair service is ordered, only one chargeable repairman shall be dispatched to perform repair service, unless the ordering activity agrees, in advance, that additional repair personnel are required to effect repairs. 4. Loss or Damage When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation. 5. Scope a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule. b. Equipment placed under maintenance service shall be in good operating condition. (1) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity. (2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. (3) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number (or outside the scope of this contract). 6. Responsibilities of the Ordering Activity a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor. b. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired. 7. Responsibilities of TeleCommunication Systems, Inc. For equipment not covered by a warranty or extended warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification. 8. Repair Service Rate Provisions a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity. b. REGULAR HOURS The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location. c. AFTER HOURS 10

11 Should the ordering activity require that maintenance be performed outside of Regular Hours, charges for such maintenance, if any, will be specified in the pricelist. Periods of less than one hour will be prorated to the nearest quarter hour. d. TRAVEL AND TRANSPORTATION If any charge is to apply, over and above the regular maintenance rates, because of the distance between the ordering activity location and the Contractor s service area, the charge will be negotiated at the Task Order level. e. QUANTITY DISCOUNTS SNAP: add 3% discount for 10 or more units. 9. Repair Service Rate Provisions a. CHARGES. Charges for repair service will include the labor charge, computed at the rates set forth below, for the time during which repairmen are actually engaged in work, and, when applicable, the charge for travel or transportation. b. MULTIPLE MACHINES. When repairs are ordered by an ordering activity on two or more machines located in one or more buildings within walking distance of each other, the charges will be computed from the time the repairman commences work on the first machine, until the work is completed on the last machine. The time required to go from one machine to another, or from one building to another, will be considered actual work performance, and chargeable to the ordering activity, provided the time consumed in going between machines (or buildings) is reasonable. c. TRAVEL OR TRANSPORTATION (1) AT THE CONTRACTOR'S SHOP d. LABOR RATES (a) When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision, the cost of transportation, packing, etc., from the ordering activity location to the Contractor's plant, and return to the ordering activity location, shall be borne by the ordering activity. (b) The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction. (1) REGULAR HOURS The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours, but performed outside the Regular Hours defined above, at the convenience of the Contractor. (2) AFTER HOURS When the ordering activity requires that repair service be performed outside the Regular Hours defined above, except Sundays and Holidays observed at the ordering activity location, the After Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours, but performed After Hours at the convenience of the Contractor. (3) SUNDAYS AND HOLIDAYS When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location, the Sundays and Holidays repair service rates listed herein shall apply. When repair service is requested to be performed during Regular Hours and/or After Hours, but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location, the Regular Hours and/or After Hours repair service rates, as applicable, shall apply. 11

12 10. Repair Parts/Spare Parts Rate Provisions All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless otherwise indicated in this pricelist, shall be new, standard parts manufactured by the equipment manufacturer. 11. Guarantee/Warranty Repair Service and Repair Parts/Spare Parts a. REPAIR SERVICE All repair work will be guaranteed/warranted for a period of 30 days. b. REPAIR PARTS/SPARE PARTS All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period of 1 year. 12. Invoices and Payments a. Maintenance Service (1) Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. (2) Payment for maintenance service of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day. b. Repair Service and Repair Parts/Spare Parts Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly, except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the invoice, and shall be priced in accordance with paragraph #7, above. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 12

13 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TERM SOFTWARE LICENSES (SIN ), PERPETUAL SOFTWARE LICENSES (SIN ), AND MAINTENANCE (SIN ) OF GERNERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 1. Inspection/Acceptance The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software. 2. Guarantee/Warranty a. Unless specified otherwise in this contract, Telebright s standard commercial guarantee/warranty as stated in the contract's commercial pricelist will apply to this contract. TeleCommunication Systems Inc. is not the manufacturer of the products included in this offer. Therefore, we supply no commercial warranty. b. Telebright warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this document. c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. 3. Technical Services To be provided by Telebright. 4. Software Maintenance Not applicable. 5. Periods of Term Licenses (132-32) And Maintenance (132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period. c. Cross-Year Funding Within Contract Period. Where an ordering office's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. d. Ordering offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period. 6. Term License Cessation Not Applicable 13

14 7. Maintenance Cessation Not Applicable 8. Utilization Limitations - (132-32, , AND ) a. Software acquisition is limited to commercial computer software defined in FAR Part b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified. (2) Software licenses are by site and by agency. An agency is defined as a cabinet level or independent agency. The software may be used by any subdivision of the agency (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one agency's site. This would allow other agencies access to one agency's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user agency will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation regarding the user agency's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user agency. (3) Except as is provided in paragraph 8.b(2) above, the Ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for Ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 9. Software Conversions - ( AND ) To be allowed in accordance with Telebright s policies, terms and conditions. 10. Descriptions and Equipment Compatibility The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered. 14

15 11. Right-To-Copy Pricing Must follow Telebright s policies 15

16 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SIN ) 1. Scope a. The prices, terms and conditions stated under Special Item Number Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 2. Performance Incentives a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract in accordance with this clause. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. 3. Ordering Procedures for Services (Requiring a Statement of Work) FAR contemplates that GSA may occasionally find it necessary to establish special ordering procedures for individual Federal Supply Schedules or for some Special Item Numbers (SINs) within a Schedule. GSA has established special ordering procedures for services that require a Statement of Work. These special ordering procedures take precedence over the procedures in FAR (b)(2) through (b)(3). When ordering services over $100,000, Department of Defense (DOD) ordering offices and non-dod agencies placing orders on behalf of the DOD must follow the policies and procedures in the Defense Federal Acquisition Regulation Supplement (DFARS) Additional ordering procedures for services. When DFARS is applicable and there is a conflict between the ordering procedures contained in this clause and the additional ordering procedures for services in DFARS , the DFARS procedures take precedence. GSA has determined that the prices for services contained in the contractor s price list applicable to this Schedule are fair and reasonable. However, the ordering activity using this contract is responsible for considering the level of effort and mix of labor proposed to perform a specific task being ordered and for making a determination that the total firm-fixed price or ceiling price is fair and reasonable. (a) When ordering services, ordering activities shall (1) Prepare a Request (Request for Quote or other communication tool): (i) A statement of work (a performance-based statement of work is preferred) that outlines, at a minimum, the work to be performed, location of work, period of performance, deliverable schedule, applicable standards, acceptance criteria, and any special requirements (i.e., security clearances, travel, special knowledge, etc.) should be prepared. (ii) The request should include the statement of work and request the contractors to submit either a firm-fixed price or a ceiling price to provide the services outlined in the statement of work. A firm-fixed price order shall be requested, unless the ordering activity makes a determination that it is not possible at the time of placing the order to estimate accurately the extent or duration of the work or to anticipate cost with any reasonable degree of confidence. When such a determination 16

17 is made, a labor hour or time-and-materials proposal may be requested. The firm-fixed price shall be based on the rates in the schedule contract and shall consider the mix of labor categories and level of effort required to perform the services described in the statement of work. The firm-fixed price of the order should also include any travel costs or other incidental costs related to performance of the services ordered, unless the order provides for reimbursement of travel costs at the rates provided in the Federal Travel or Joint Travel Regulations. A ceiling price must be established for labor-hour and time-and-materials orders. (iii) The request may ask the contractors, if necessary or appropriate, to submit a project plan for performing the task, and information on the contractor s experience and/or past performance performing similar tasks. (iv) The request shall notify the contractors what basis will be used for selecting the contractor to receive the order. The notice shall include the basis for determining whether the contractors are technically qualified and provide an explanation regarding the intended use of any experience and/or past performance information in determining technical qualification of responses. If consideration will be limited to schedule contractors who are small business concerns as permitted by paragraph (2) below, the request shall notify the contractors that will be the case. (2) Transmit the Request to Contractors: Based upon an initial evaluation of catalogs and price lists, the ordering activity should identify the contractors that appear to offer the best value (considering the scope of services offered, pricing and other factors such as contractors locations, as appropriate) and transmit the request as follows: NOTE: When buying IT professional services under SIN ONLY, the ordering office, at its discretion, may limit consideration to those schedule contractors that are small business concerns. This limitation is not applicable when buying supplies and/or services under other SINs as well as SIN The limitation may only be used when at least three (3) small businesses that appear to offer services that will meet the agency s needs are available, if the order is estimated to exceed the micro-purchase threshold. (I) The request should be provided to at least three (3) contractors if the proposed order is estimated to exceed the micro-purchase threshold, but not exceed the maximum order threshold. (ii) For proposed orders exceeding the maximum order threshold, the request should be provided to additional contractors that offer services that will meet the ordering activity s needs. (iii) In addition, the request shall be provided to any contractor who specifically requests a copy of the request for the proposed order. (iv) Ordering activities should strive to minimize the contractors costs associated with responding to requests for quotes for specific orders. Requests should be tailored to the minimum level necessary for adequate evaluation and selection for order placement. Oral presentations should be considered, when possible. (3) Evaluate Responses and Select the Contractor to Receive the Order: After responses have been evaluated against the factors identified in the request, the order should be placed with the schedule contractor that represents the best value. (See FAR 8.404) (b) The establishment of Federal Supply Schedule Blanket Purchase Agreements (BPAs) for recurring services is permitted when the procedures outlined herein are followed. All BPAs for services must define the services that may be ordered under the BPA, along with delivery or performance time frames, billing procedures, etc. The potential volume of orders under BPAs, regardless of the size of individual orders, may offer the ordering activity the opportunity to secure volume discounts. When establishing BPAs, ordering activities shall (1) Inform contractors in the request (based on the ordering activity s requirement) if a single BPA or multiple BPAs will be established, and indicate the basis that will be used for selecting the contractors to be awarded the BPAs. (i) SINGLE BPA: Generally, a single BPA should be established when the ordering activity can define the tasks to be ordered under the BPA and establish a firm-fixed price or ceiling price for individual tasks or services to be ordered. When this occurs, authorized users may place the order directly under the established BPA when the need for service arises. The schedule contractor that represents the best value should be awarded the BPA. (See FAR 8.404) (ii) MULTIPLE BPAs: When the ordering activity determines multiple BPAs are needed to meet its requirements, the ordering activity should determine which contractors can meet any technical qualifications before establishing the BPAs. When establishing the BPAs, the procedures in (a)(2) above must be followed. The procedures at (a) (2) do not apply to 17

18 orders issued under multiple BPA holders and then place the order with the Schedule contractor that represents the best value. (2) Review BPAs Periodically: Such reviews shall be conducted at least annually. The purpose of the review is to determine whether the BPA still represents the best value (see FAR 8.404). (c) The ordering activity should give preference to small business concerns when two or more contractors can provide the services at the same firm-fixed price or ceiling price. (d) When the ordering activity s requirement involves both products as well as executive, administrative and/or professional, services, the ordering activity should total the prices for the products and the firm-fixed price for the services and select the contractor that represents the best value. (See FAR 8.404) e. The ordering activity, at a minimum, should document orders by identifying the contractor from which the services were purchased, the services purchased, and the amount paid. If other than a firm-fixed price order is placed, such documentation should include the basis for the determination to use a labor-hour or time-and-materials order. For ordering activity requirements in excess of the micro-purchase threshold, the order file should document the evaluation of Schedule contractors quotes that formed the basis for the selection of the contractor that received the order and the rationale for any trade-offs made in making the selection. 4. Order a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 5. Performance of Services a. TCS shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. TCS agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity. c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any TCS travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 6. Inspection of Services The Inspection of Services Fixed Price (AUG 1996) clause at FAR applies to firm-fixed price orders placed under this contract. The Inspection Time-and-Materials and Labor-Hour (JAN 1986) clause at FAR applies to time-and-materials and labor-hour orders placed under this contract. 7. Responsibilities of TCS TCS shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this contract. If the end product of a task order is software, then FAR Rights in Data General may apply. 8. Responsibilities of the Ordering Activity Subject to security regulations, the ordering activity shall permit TCS access to all facilities necessary to perform the requisite IT Services. 18

19 9. Independent Contractor All IT Services performed by TCS under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity. 10. Organizational Conflicts Of Interest a. Definitions. Contractor means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract. Contractor and its affiliates and Contractor or its affiliates refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. An Organizational conflict of interest exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (in) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor s or its affiliates objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR Invoices TCS, upon completion of the work ordered, shall submit invoices for IT services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 12. Payments For firm-fixed price orders the ordering activity shall pay TCS, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR (DEC 2002), Alternate I (APR 1984) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR (DEC 2002) Alternate II (DEC 2002), applies to labor-hour orders placed under this contract. 13. Resumes Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 14. Incidental Support Costs Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR. 15. Approval of Subcontracts The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order. 19